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HomeMy WebLinkAboutCC RESO 93-191RESOLUTION NO. 93-191 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A CONSENT TO ASSIGNMENT WITH CENTERMARK PROPERTIES OF BONITA AND THE PARKING AUTHORITY REGARDING PLAZA BONITA SHOPPING CENTER WHEREAS, Plaza Bonita Developers entered into a Public Parking Facilities Operating Agreement ("Operating Agreement") with the City of National City ("City") and the Parking Authority of the City of National City ("Authority"); and WHEREAS, Centermark Properties on Bonita, an affiliate of the Prudential Insurance Company of America ("Centermark") assumed responsibilities under said Operating Agreement; and WHEREAS, Centermark is now in the process of selling its interest in Plaza Bonita to Westfield Ltd. and General Growth, Inc. with Prudential Insurance Company of America acting as lender. NOW, THEREFORE, BE IT RESOLVED, that the Mayor is hereby authorized, on behalf of the City, to execute a Consent to Assignment (attached hereto and incorporated herein as Exhibit "A") that provides for Prudential Insurance Company of America, as lender, to be obligated to the terms of the Operating Agreement should the new owners not be able to adhere to the terms of said agreement. PASSED and ADOPTED this 7th day of December, 1993. ATTEST: • „Lod Anne PepCitY Clerk APPROVED AS TO FORM: George H. Eiser, III City Attorney George H.``Waters, Mayor CONSENT TO ASSIGNMENT This Consent to Assignment ("Consent") is made this 7th of December 1993 among CenterMark Properties of Bonita, Inc., a Delaware corporation ("Operator"), the City of National City ("the City"), and The Parking Authority of the City of National City ("Parking Authority"). RECITALS A. Operator (as successor to Plaza Bonita Developers), the City and the Parking Authority are parties to that Public Parking Facilities Operating Agreement, dated March 1, 1982 (as amended, the "OA"). B. Operator desires to make a collateral assignment of its interest in the OA (the "Assignment") to The Prudential Insurance Company of America or its affiliate ("Prudential") to secure Operator's obligations to Prudential under one or more promissory notes and/or guaranties to be executed by Operator in favor of Prudential in the aggregate principal amount of between $240,000,000 and $350,000,000 (collectively, the "Loan"), which Loan is also to be secured by certain real estate assets owned by affiliates of Operator. C. The Parking Authority and the City are willing to consent to the Assignment upon the terms set forth herein. AGREEMENT In consideration of the foregoing, the mutual covenants herein contained and other good and valuable consideration (the receipt, adequacy, and sufficiency of which are hereby acknowledged by the parties by their execution hereof), the parties agree as follows: 1. Consent to Assignment. Each the City and the Parking Authority hereby consents to the Assignment provided that Prudential, prior to exercising any of its rights with respect to the Assignment, agrees to be bound by the obligations of Operator under the OA. This consent is for the Assignment only and does not relieve Operator, or any of Operator's Page 1 of 3 CONSENT TO ASSIGNMENT DECEMBER 7, 1993 successors and assigns, from any obligation to obtain the City's or the Parking Authority's consent as set forth in the OA for any future assignments of Operator's rights under, or interests in, the OA. 2. Notices. From the date hereof and continuing so long as the Loan remains outstanding, in the event of a default by Operator under the OA, the undersigned will give prompt written notice thereof to Prudential at the following address: The Prudential Insurance Company of America Attention: Regional Counsel 4 Embarcadero Center, Suite 2700 San Francisco, CA 94111 3. Captions. Captions contained in this Consent have been inserted herein only as a matter of convenience and in no way define, limit, extend, or describe the scope of this Consent or the intent of any provision hereof. 4. Counterpart Facsimile Execution. For purposes of executing this Consent, a document signed and transmitted by facsimile machine or telecopier is to be treated as an original document. The signature of any party thereon, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document. At the request of any party, any facsimile or telecopy document is to be re -executed in original form by the parties who executed the facsimile or telecopy document. No party may raise the use of a facsimile machine or telecopier or the fact that any signature was transmitted through the use of a facsimile or telecopier machine as a defense to the enforcement of this Consent or any amendment or other document executed in compliance with this Section. 5. Counterparts. This Consent may be executed by the parties on any number of separate counterparts, and all such counterparts so executed constitute one agreement binding on all the parties notwithstanding that all the parties are not signatories to the same counterpart. Page 2 of 3 CONSENT TO ASSIGNMENT DECEMBER 7, 1993 6. Further Assurances. The parties will execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purpose of this Consent. 7. Successors and Assigns. All provisions of this Consent are binding upon, inure to the benefit of, and are enforceable by or against, the parties and their respective heirs, executors, administrators, or other legal representatives and permitted successors and assigns. PD/bhm C-to-Asn.D7 CenterMark Properties/of Bonita, Inc. By: City of National City By: The Parking Authority of the City of National City By: Page 3 of 3 „Pi